Maximum Earnout in a Year Sample Clauses

Maximum Earnout in a Year. All provisions of Section 3 of this Agreement are subject to this Section 3.3(a)(i). If the Protexx Business acquired by Acquisition achieves the maximum performance levels set forth in greater detail below in Section 3.3(a)(ii) for the calendar year 2008, then Protexx shall have the opportunity to earn the total Earnout Amount of $9,000,000.00 for the calendar year 2008, in which event there will be no earnout for the calendar year of 2009. If the Protexx Business acquired by Acquisition does not achieve the maximum performance levels set forth in greater detail below in Section 3.3(a)(ii) for the calendar year 2008, then Protexx shall have the opportunity to earn the applicable portion of the Earnout Amount as set forth below in Section 3.3(a)(ii). If Protexx earns less than $4,500,000.00 of the Earnout Amount for the calendar year of 2008, then the maximum portion of the Earnout Amount that Protexx will have the opportunity to earn for the calendar year of 2009 shall be up to $4,500,000.00, as described in greater detail below in Section 3.3(a)(iii). If Protexx earns more than $4,500,000.00 of the Earnout Amount for the calendar year of 2008, then the maximum portion of the Earnout Amount that Protexx will have the opportunity to earn for the calendar year of 2009 shall equal to the difference between (i) $4,500,000.00 (the maximum portion of the Earnout Amount for 2009) minus (ii) the amount of earnout earned by Protexx for 2008 which exceeds $4,500,000. For purposes of clarity, Schedule 3.3 of this Agreement sets forth in greater detail examples and sample calculations on revenue recognition, expense allocations, EBITDA calculations, and other information related to the earnouts under this Agreement.
Sample 1
AutoNDA by SimpleDocs

Related to Maximum Earnout in a Year

  • Minimum Revenue Borrower and its Subsidiaries shall have Revenue from sales, marketing or distribution of the Product and related services (for each respective measured period, the “Minimum Required Revenue”): (a) during the twenty-four month period beginning on January 1, 2015, of at least $45,000,000; (b) during the twenty-four month period beginning on January 1, 2016, of at least $80,000,000; (c) during the twenty-four month period beginning on January 1, 2017, of at least $110,000,000; and (d) during the twenty-four month period beginning on January 1, 2018, of at least $120,000,000; and (e) during the twenty-four month period beginning on January 1, 2019, of at least $120,000,000.

  • End of Fiscal Years; Fiscal Quarters The Borrower will cause (i) its and each of its Domestic Subsidiaries’ fiscal years to end on December 31 of each calendar year and (ii) its and each of its Domestic Subsidiaries’ fiscal quarters to end on March 31, June 30, September 30 and December 31 of each calendar year.

  • Intent to Limit Charges to Maximum Lawful Rate In no event shall the interest rate or rates payable under this Agreement, plus any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable. Borrower and the Lender Group, in executing and delivering this Agreement, intend legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, however, that, anything contained herein to the contrary notwithstanding, if said rate or rates of interest or manner of payment exceeds the maximum allowable under applicable law, then, ipso facto, as of the date of this Agreement, Borrower is and shall be liable only for the payment of such maximum as allowed by law, and payment received from Borrower in excess of such legal maximum, whenever received, shall be applied to reduce the principal balance of the Obligations to the extent of such excess.

  • Maximum Leverage Permit, as of any fiscal quarter end, the ratio of (a) Adjusted Portfolio Equity as of such fiscal quarter end to (b) Funded Debt as of such fiscal quarter end, to be less than 5.00 to 1.00.

  • Maximum Annual Operating Expense Limit The Maximum Annual Operating Expense Limit with respect to each Fund shall be the amount specified in Schedule A based on a percentage of the average daily net assets of each Fund.

  • Measurement Period In this Agreement, unless the contrary intention appears, a reference to:

  • Minimum Adjusted EBITDA Borrower shall maintain a minimum trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), as of such test date, of at least the greater of (a) $75,000,000 and (b) an amount equal to 75% of the trailing six-month Adjusted EBITDA minus dividend distributions (other than tax distributions), for the immediately preceding six-month period, tested semi-annually, commencing September 30, 2024, and continuing on each subsequent March 31 and September 30.

  • Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000

  • Adjusted EBITDA The 2019 adjusted EBITDA for the Affiliated Club Sellers shall total an aggregate of not less than $10,700,000.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!